SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February
21, 2005
Skinvisible,
Inc.
---------------------------
(Exact
name of registrant as specified in its charter)
Nevada
000-25911
88-0344219
(State or
other
(Commission File
Number)
(IRS
Employer
jurisdiction
of incorporation) Identification
Number)
6320
S. Sandhill Rd., Suite 10
Las
Vegas,
Nevada
89120
(Address
of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code (702)
433-7154
_____________________________
_______________
(Former
name or former address,
(Zip Code)
if
changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
SECTION
1 -- REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry
into a Material Definitive Agreement.
On
February 21, 2005, we entered into a definitive distribution agreement with
Dermal Defense, Inc. (“Dermal Defense”). Pursuant to this agreement, the parties
finalized the terms of Dermal Defense, Inc.’s acquisition of the exclusive
marketing and distribution rights in the United States of America, Canada and
Mexico for our antimicrobial hand sanitizer composition which incorporates our
patented Invisicare® polymer
delivery system (the “product”).
Dermal
Defense acquired these rights for the purchase price of $1,000,000. Dermal
Defense has already paid $475,000 of this purchase price. The remaining balance
is due and payable as follows:
|
Date of Payment |
Amount of Payment
|
|
March 31, 2005 |
$75,000 or 5% of the gross revenues generated by Dermal Defense from sales
of the Product in the Territory in the prior quarter, whichever
is greater |
|
June 30, 2005 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
|
September 30, 2005 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
|
December 31, 2005 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
|
March 31, 2006 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
|
June 30, 2006 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
|
September 30, 2006 |
$75,000 or 5% of gross revenues generated by Dermal Defense from sales of
the Product in the Territory in the prior quarter, whichever is
greater |
Under the
terms of the agreement, Dermal Defense is also obligated to pay us a royalty fee
quarterly in the amount of $20,000 or 5% of gross revenues generated by Dermal
Defense from sales of the product in the quarter, whichever is
greater.
A copy of
the distribution agreement is attached.
SECTION
2 - FINANCIAL INFORMATION
None
SECTION
3 - SECURITIES AND TRADING MARKETS
None
SECTION
4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
None
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
None
SECTION
6 - RESERVED
None
SECTION
7 - REGULATION FD
None
SECTION
8 - OTHER EVENTS
None
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
10.1 Distribution
Agreement with Dermal Defense, Inc. *
*Portions of the exhibit have been omitted pursuant
to a request for confidential treatment.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Skinvisible,
Inc.
/s/
Terry
Howlett
Terry
Howlett, Chief Executive Officer
Date:
February
24, 2005